iAm Falling In Love
by Eryn Goldbergg
Summary: To Freddie, Carly's the girl he wants to be with. To Carly, Freddie's the guy she fine with. But to Sam, Freddie's the one she wants to be with. On the school black tie gala, will Carly and Freddie get together? Or will Sam and Freddie be?


"And…we're off!" Freddie Benson shut down his video camera and placed on his laptop caddy.

"Wh-hoo!" Carly Shay wriggled out of her shiny silver jacket that had been used in the previous segment and punched the air with her fist. "We're finally done, or what?"

"Yep, we're done." Freddie nodded from behind the screen of his iMac. "I'm just making some last minute adjustments to the sound,"

"Ugh, shut _up,_ Fredward," Sam Puckett flung herself over a beanbag chair. "All you _ever _do is talk and talk and talk and I wish you would shut it,"

Carly frowned at her best friend and piled her dark waves in a bun at the top of her head. "You're always so mean to Freddie,"

Freddie smirked and emerged from the laptop. "Yes, Sam. You're always so mean to Freddie,"

"Shut it, you dwonk," Sam snapped, rolling up the long sleeves of her striped tee. "I'm not _always _mean to you,"

"Yes, you are," Carly's brow furrowed playfully and she plunked down next to Sam in a matching beanbag. "One of these days you're going to regret it,"

Freddie laughed. "Sure, she will, Carly,"

Carly slowly pulled off her black knee high cowboy boots. "She will," she shrugged. "And then I'll be all, 'You should have been nice to Freddie'," her voice trailed off spookily and she raised her eyebrows.

"Ick," Sam responded rudely, signaling the end of the conversation. "So, who's going to the stupid black tie gala our school's having tonight?"

"I am," Carly sang, standing up. "When Freddie's gone, wanna see what I'm wearing?"

"I'd like to see what you're wearing, too," Freddie said coolly, even though inside he was a bundle of nerves. Just the thought of Carly dressing was giving him the shivers.

"Ick," Carly teased, obviously pleased with herself. "I'll find you something to wear, Sam,"

"What's wrong with what I usually wear?" Sam's voice lacked the malice she used with Freddie. This he noticed bitterly.

"Nothing," Carly said hastily. "It's just…don't you wanna look nice? Like, pretty?"

Freddie snorted. Sam? Looking nice? Hide the children. The apocalypse is upon us.

"What's so funny, Fred-weird?" Sam snapped, even though her baby blue eyes were confused…and a little bit hurt? Freddie shook the thought away from his mind.

"Nothing," he said evenly.

"All I'm saying," Carly shot Freddie a quick look—"is that it'd be nice for you to wear something girly."

"Gross, Carls," Sam shot the idea down quickly. "Me? Girly?"

"It's good to try new things," Carly put her hands on her hips.

"And you see, Carly, my dear," Sam roped an arm around Carly's shoulders. "_That _is why I have a twin sister. She tries all the new things for me, I try all the new things for her."

"Sam," Carly scolded.

"Fine," she grumbled back, twirling a lock of blond hair around her finger. "as long as I don't have to wear a dress,"

"How about a skirt?" Carly tried, smiling slyly.

"How about I go butt naked?" Sam deadpanned. Freddie shuddered. Ew. Sam? Carly, on the other hand—

"No!" Carly giggled. She looked back, and remembered Freddie was standing there. "Come by after Sam's finished with her extreme makeover,"

***

Sam Puckett looked pretty.

And she knew it, too. She was just…surprised.

Even though she was against dressing up for parties, Carly had managed to convince that Sam that just one dress wouldn't hurt.

And guess what?

It didn't.

Sam spun in the mirror, a smirk on her face. The silver brocade pleated dress fit her nicely, and it went with her blond hair, too. She felt like…her cheeks flushed…like Cinderella.

Sam cursed herself for being so corny and stuck one leg out to examine her shoes. Cinderella did not wear Stuart Weitzman silver sling backs.

But she did dance with a prince.

The prince, in Sam's case, being Freddie Benson.

She wanted to tell him; she really did; but honestly? Freddie was in absolute _love _with Carly, and so far, Sam hadn't gotten any luck in the whole "guy" department. Even Gibby had denied her at the girls choice dance.

So why on earth would charming Freddie…sweet Freddie…amazing Freddie, go out with her?

Since she didn't have a chance, she wasn't going to pathetically fling herself at him, and she wouldn't have people thinking she liked him either. Her only defense tactic was to be as cruel as she could possibly be and apologize to him silently in her head.

She was shit, a pile of shit for treating Freddy that way, and she knew it. But she _couldn't _stop. She couldn't. Because if he knew for one second that she liked him, he would laugh.

He would laugh long and hard, and then ignore her. Treat her like a used tissue.

Like her dad treated her.

Now she was crying. Now tears were running down her face and she couldn't stop them. She kept gasping and wiping her tears and trying to think of happy things, but a grainy image of her dad stuck in her mind.

Shit. That was what she was.

"Dammit," Sam muttered to herself, as she swatted a salty tear from her cheekbone. "Now I ruined Carly's stupid makeup,"

"Sam, are you okay down there?" Carly called from upstairs. "I'm almost ready,"

"I'm fine," Sam insisted, curling her hand into a fist. "Let's go, you ready?"

"Hey, I'm her—" Freddie's voice faltered as he walked further into the room. "Sam," he said softly.

Sam sniffed loudly and turned away.

"Sam," Freddie repeated, dumbfounded.

"Yeah," Sam snapped. "I'm here. What do you want?"

"Oh, just go away," Sam waved her hand at Freddie and sat down on the couch, pretending to be cross with him.

"Why were you crying?" Freddie sat next to her on the couch and Sam tried to move away, but her darn body kept shoving her closer and closer.

"I don't know, just stupid girl tears," Sam spat. "I'll be fine." _Like Carly said._

"Sam, I—"

"No," Sam choked, the tears coming back. "I wasn't crying for _anything_, okay?"

Sam expected Freddie to protest, to snort and ignore her. Instead, he wrapped his arms around her, kissed her on the cheek, and said, "Okay."

***

"Okay, I'm ready—" Carly's eyes widened in diameter as she took in Sam and Freddie snuggled up on the couch. "Sam,"

"She'll be fine," Freddie barked protectively. "Just give us a second,"

"No," Sam croaked, pulling away from Freddie and rubbing the tears from her eyes. " I'm done,"

For some reason, Carly's heart dropped to the pit of her stomach as soon as she heard that. It disturbed her, the way he held Sam like she was a baby, like he cared. But she wasn't jealous. Of course not. She just felt…insecure. Unsure.

You see, Freddie had always been her security blanket…her spare tire. The guy that she could always run back to in case of heartbreak. And now, Carly saw as he was holding Sam, he was gone. He had fallen for her. Just a mere 10 minutes ago, he had hated her, and now…he seemed as if he was holding a fragile crystal.

And now with her spare tire gone, Carly felt like a _busted _tire: empty, useless, broken.

"Are you okay?" She asked Sam, really meaning it. It wasn't Sam she was upset about. It wasn't Sam's fault that Freddie had fallen for her.

"I'm okay, Carls," Sam forced a weak smile onto her face. "I don't even know why I started crying, you know?"

Carly knew that feeling. That empty feeling when she cried without stopping.

Freddie was looking right at Carly with this empty look on his face that sickened her. "Are we ready to go,"

"Yep," Sam sighed, shoving Freddy right off her and falling back into character. "Let's go, Carly,"

"Yeah," Carly shot a backward glance at Freddy. "let's go,"

***

Freddy realized slowly what was happening.

He _saw _Sam as soon as she was crying. He _saw _Carly walking down the stairs.

He noticed Sam's dress. She looked different. Not pretty, not beautiful…just different.

But he didn't notice Carly's.

He soon noticed, as he was walking to the gym, where the dance was held, that Carly's hair was different. But only because his friend Justin had pointed it out.

He knew Sam's hair was different from the moment he walked in the room.

Dammit.

He was falling in love with Sam.


End file.
